ALLIANCE ENTERTAINMENT HOLDING CORP 8-K

What Happened
Alliance Entertainment Holding Corporation filed an 8-K reporting that it amended and restated its certificate of incorporation (the "Third Amended and Restated Certificate of Incorporation"), which became effective when filed with the Delaware Secretary of State on July 29, 2026. The amendment eliminates the voting rights of the Company’s Class E Common Stock except to the extent required by law. The amendment was approved by written consent delivered June 24, 2026 by the Company’s majority stockholders and disclosed in a Definitive Information Statement filed July 7, 2026.

Key Details

• Majority stockholders who delivered the written consent: the Bruce Ogilvie, Jr. Trust dated January 20, 1994; Jeffrey Walker (CEO and director); and the Ogilvie Legacy Trust dated September 14, 2021. Bruce Ogilvie is Executive Chairman and trustee of one of the trusts.
• Written consent delivered: June 24, 2026; Information Statement filed under Section 14(c): July 7, 2026.
• Third Amended and Restated Certificate of Incorporation filed and became effective: July 29, 2026 (after the 21-day Rule 14c-2 waiting period).
• The filing attaches the full Third Amended and Restated Certificate of Incorporation as Exhibit 3.1.

Why It Matters
Removing the voting rights of Class E common stock changes which holders can vote on corporate matters and may alter governance dynamics and control of the company. Investors should review the attached Third Amended and Restated Certificate of Incorporation to understand exactly which rights were removed and how this affects different classes of stock.